Automated, quantitative analysis of cytologic images requires the rapid, high-resolution acquisition of data. To date, limits have been placed by the optics and photo-electrical sensors. By combining several new devices including (1) a high-speed, low-noise charge-coupled photo diode array scanner, (2) an ultra-wide angle, high-resolution lens, and (3) a novel mechanical configuration, we propose to build a new light microscope with the following specifications: a) spatial resolution - .5 micrometers; b) signal-to-noise ratio - 500:1; c) a data rate of 2 times 10 to the 7th power elements per second over a 2 cm x cm fov for a scanning time of 100 seconds; d) image preprocessing hardware for simple image analysis at the above rate; and e) the potential for expansion to phase contrast, polarization, fluorescence, and interference optics although the initial design will be for transmitted light microscopy.